Matthew Caras

About Matthew L. Caras

An independent director and current Chairman of the Board at Bar Harbor Bankshares (BHB), age 68, serving since 2014. Caras is an attorney admitted to the Maine Bar with 40 years in commercial law and M&A advisory, plus experience as a mediator and neutral negotiation facilitator. Education: A.B., cum laude, Bowdoin College; J.D., with honors, University of Connecticut School of Law. He resides in Arrowsic, Maine. Board tenure: 10 years (as of the 2025 proxy) .

Past Roles

External Roles

Board Governance

• Board leadership: Independent Chairman of the Board; sets Board agendas, presides over meetings and executive sessions, liaises with CEO, approves Board information and schedules, and engages with major shareholders as appropriate .
• Independence: Classified as an independent director under NYSE American standards; all nominees except the CEO are independent .
• Committee assignments and chair roles:
  • Board of Directors (Chair); Executive Committee (Chair)
  • Compensation & Human Resources Committee (member)
  • Board Risk Committee (member)
  • Governance Committee (member)
• Committee meeting cadence (2024):
  • Board Risk Committee: 12 meetings (Chair: Kenneth Smith)
  • Compensation & Human Resources Committee: 5 meetings (Chair: Lauri Fernald)
  • Governance Committee: 3 meetings (Chair: Daina Belair)
  • Audit Committee: 4 meetings (Chair: David Colter)
  • Executive Committee: 1 meeting (Chair: Matthew Caras)
• Attendance: Each director attended at least 96% of Board and Committee meetings in 2024; all directors attended the 2024 Annual Meeting .
• Executive sessions: Independent directors meet regularly in executive session immediately after Board meetings .

Fixed Compensation (Director)

Directors receive quarterly cash retainers and an annual equity grant; CEO receives no director compensation; no additional perquisites paid . Retainer and chair fee schedules not itemized publicly; Caras’s cash total likely reflects Board Chair and Executive Committee Chair premiums .

Performance Compensation

• Directors have no performance-based pay. Annual director equity awards are time-based, fully vested at grant, but subject to post-service transfer restrictions; no TSR/financial metrics apply to director pay . | Component | Metric | Target | Outcome | |---|---|---|---| | Director Equity (2024) | N/A (time-based restricted shares) | N/A | 1,103 shares; $39,973 grant-date fair value |

Other Directorships & Interlocks

Interlocks/Conflicts: The Board reviewed ordinary-course deposit/credit/wealth management relationships involving directors/family entities; determined they were arms-length, compliant, and did not impair independence .

Expertise & Qualifications

• Legal and regulatory: Maine Bar attorney; significant legal/commercial transactions expertise .
• Mergers & Acquisitions: Founder of an M&A advisory firm; direct leadership experience in complex deals .
• Governance leadership: Independent Board Chair and Executive Committee Chair .
• Education: Bowdoin College (A.B., cum laude); University of Connecticut School of Law (J.D., with honors) .

Equity Ownership

Section 16 compliance: Company believes all directors/executives >10% owners timely complied with Section 16(a) in FY2024 .
Hedging: Prohibited for directors and employees under Securities and Insider Trading Policy .
Pledging: No explicit pledge policy disclosure for directors in proxy.
Stock ownership guidelines: Company maintains guidelines for NEOs and independent directors; equity retention until requirements met (CEO 3x salary; other NEOs 1x salary; director guideline level not quantified in proxy) .

Governance Assessment

• Strengths:
  • Independent Board Chair (Caras) provides separation of oversight from management; CEO not on Audit/Comp/HR/Gov committees .
  • Active committee involvement with clear oversight responsibilities; regular executive sessions .
  • High director attendance (≥96%) and direct shareholder engagement mechanisms .
  • Use of independent compensation consultant (Meridian) and formal clawback policy; hedging prohibition; annual risk assessment of incentive programs .
  • Say-on-Pay support of 87.0% in 2024 indicates general investor alignment with pay practices .
• Potential concerns/monitoring items:
  • Director equity grants are fully vested at grant (albeit with post-service transfer restrictions), reducing explicit performance linkage for directors; consider longer post-vesting retention or performance-conditioned director equity to enhance alignment .
  • No explicit public disclosure of director-specific ownership guideline levels (only noted for NEOs); investors may seek quantified director thresholds and compliance status .
  • Limited transparency on cash retainer and chair fee schedules (only aggregate totals disclosed); itemization would improve clarity on pay-for-role .
  • Ordinary-course relationships exist across directors/family entities with bank services; Board determined arms-length and compliant, but ongoing monitoring remains prudent .

No RED FLAGS identified regarding related-party transactions, legal proceedings, pledging, or delinquent filings based on the latest proxy; hedging prohibited; clawbacks in place .

Compensation Committee Analysis

• Composition: Caras (member), Colter, Smith, Miller; Chair: Fernald; all members independent under NYSE American and SEC rules; 5 meetings in 2024 .
• Consultant: Meridian Compensation Partners engaged as independent compensation consultant; peer benchmarking used; oversight of clawback; annual risk assessment coordinated with Board Risk Committee .
• Compensation peer group: 18 Northeast regional banks (assets $2–8B) used as guide; not targeting specific percentile; emphasis on incentive pay for NEOs .
• Director compensation: Committee recommends director compensation; structure uses quarterly cash retainers plus equity; no perquisites .

Director Compensation (Detail)

Other Signals

• Risk oversight: Caras sits on Board Risk Committee; BRC meets monthly (12x/year), covers cybersecurity, ERM, credit approvals (> $5M loans), and real-time CRO reporting to Board .
• Board skills matrix: Board collectively spans executive leadership, risk management, legal/regulatory, M&A, and technology; Caras’s profile emphasizes legal/M&A expertise .

Insider Trades

Note: Specific Form 4 transactions for Caras are not detailed in the proxy; Section 16 compliance indicates timely reporting .

Say-on-Pay & Shareholder Feedback

Board engages with shareholders and incorporates input into pay program design; multiple performance measures, caps, robust ownership guidelines, clawbacks, and hedging prohibition are highlighted .

Summary

Matthew L. Caras brings deep legal and M&A expertise and serves as an independent Chairman with high engagement, broad committee participation, and strong attendance. Director pay mixes cash retainers and fully vested restricted shares with post-service transfer limitations; while protective policies (clawbacks, hedging prohibition) are robust, investors may prefer more transparency on director-specific ownership thresholds and itemized chair/committee fee schedules to enhance pay-for-role clarity. Independence determinations and Section 16 compliance, coupled with strong BRC activity and 87% Say-on-Pay support, generally support investor confidence .